Successor Escrow Agents. Any corporation into which the Escrow Agent in its individual capacity may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Escrow Agent in its individual capacity shall be a party, or any corporation to which substantially all the corporate trust business of the Escrow Agent in its individual capacity may be transferred, shall be the Escrow Agent under this Escrow Agreement without further act.
Successor Escrow Agents. If at any time the Escrow Agent or its legal successor or successors should become unable, through operation or law or otherwise, to act as escrow agent hereunder, or if its property and affairs shall be taken under the control of any state or federal court or administrative body because of insolvency or bankruptcy or for any other reason, a vacancy shall forthwith exist in the office of Escrow Agent hereunder. In such event the Issuer, by appropriate action, promptly shall appoint an Escrow Agent to fill such vacancy. If no successor Escrow Agent shall have been appointed by the Issuer within 60 calendar days, a successor may be appointed by the owners of a majority in principal amount of the Defeased Obligations then outstanding by an instrument or instruments in writing filed with the Issuer, signed by such owners or by their duly authorized attorneys-in-fact. If, in a proper case, no appointment of a successor Escrow Agent shall be made pursuant to the foregoing provisions of this section within three months after a vacancy shall have occurred, the owner of any Defeased Obligation may apply to any court of competent jurisdiction to appoint a successor Escrow Agent. Such court may thereupon, after such notice, if any, as it may deem proper, prescribe and appoint a successor Escrow Agent. Any successor Escrow Agent shall be a corporation organized and doing business under the laws of the United States or the State of Texas, authorized under such laws to exercise corporate trust powers, authorized under Texas law to act as an escrow agent, having its principal office and place of business in the State of Texas, having a combined capital and surplus of at least $5,000,000 and subject to the supervision or examination by Federal or State authority. Any successor Escrow Agent shall execute, acknowledge and deliver to the Issuer and the Escrow Agent an instrument accepting such appointment hereunder, and the Escrow Agent shall execute and deliver an instrument transferring to such successor Escrow Agent, subject to the terms of this Agreement, all the rights, powers and trusts of the Escrow Agent hereunder. Upon the request of any such successor Escrow Agent, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor Escrow Agent all such rights, powers and duties. The Escrow Agent at the time acting hereunder may at any time resign and be discharged from the trust hereby created by giv...
Successor Escrow Agents. Escrow Agent has the right to, and may, at any time, resign and be discharged from its duties hereunder by giving notice in writing of such resignation, specifying a date (no earlier than ten (10) business days after the giving of such notice) when such resignation shall take effect. If the other parties hereto do not appoint a substitute escrow agent prior to the effective date of Escrow Agent's resignation, Escrow Agent shall appoint a successor escrow agent, or, if Escrow Agent is unable to make such an appointment may deposit the Escrow Shares with a court of appropriate jurisdiction, and thereupon Escrow Agent shall be fully relieved and discharged of any further duties hereunder.
Successor Escrow Agents. Any successor Escrow Agent appointed hereunder shall execute, acknowledge and deliver to CII and Memry an instrument accepting such appointment hereunder, and thereupon such successor Escrow Agent, without any further act, deed or conveyance, shall become duly vested with all of the property, rights, powers, trusts, duties and obligations of its predecessor hereunder, with the same effect as if originally named Escrow Agent herein. Notwithstanding any other provision of this Agreement, upon request of such successor Escrow Agent, the Escrow Agent ceasing to act, CII and Memry shall execute and deliver an instrument transferring to such successor Escrow Agent all the property, rights, powers and trusts created hereby of the Escrow Agent so ceasing to act hereunder, and the Escrow Agent so ceasing to act shall immediately deliver to the successor Escrow Agent the Escrowed Funds then held by it hereunder.
Successor Escrow Agents. Any Person that is the successor of Escrow Agent, by merger, consolidation or transfer of substantially all the business of the Escrow Agent, shall be the Escrow Agent under this Escrow Agreement without further act.
Successor Escrow Agents. The Escrow Agent, or any successor escrow agent, may resign at any time by giving notice in writing to each of the other parties, and shall be discharged from its duties under this Escrow Agreement on the first to occur of (a) the appointment of a successor escrow agent as provided in this Section 3.3, or (b) the expiration of 30 calendar days after such notice is given. Any successor escrow agent shall deliver to each of the parties a written instrument accepting appointment under this Escrow Agreement, and thereupon it shall succeed to all the rights and duties of the Escrow Agent hereunder and shall be entitled to receive, in its capacity as escrow agent, possession of the Pledged Shares. In such event, the Pledgor and the Company shall deliver to the former Escrow Agent a release executed by each of them, releasing said Escrow Agent from its obligations hereunder and any liabilities in connection herewith.
Successor Escrow Agents. The Bank, or any successor escrow agent, ------------------------ may resign from its duties under this Agreement at any time by giving notice in writing to the Customer and Oxford and shall be discharged from its duties under this Agreement on the first to occur of the appointment of a successor escrow agent as provided in this Section, or the expiration of thirty (30) calendar days after such notice is given, and may be discharged from its duties under this Agreement upon receipt from the Customer and Oxford of five (5) days prior written notice of such discharge. In the event of any resignation or discharge of the Bank, a successor escrow agent shall be appointed, which shall be acceptable to Oxford and the Customer. A successor escrow agent shall be selected from among those state or national banks possessing trust powers whose principal office is located in the United States of America. Any successor escrow agent shall deliver to the Customer, Oxford and the Bank a written instrument accepting appointment under this Agreement, and thereupon it shall succeed to all of the rights and duties of the Bank hereunder, and shall be entitled to receive the Escrowed Funds. Upon the resignation or discharge of the Bank, the Bank shall deliver all Escrowed Funds in its possession pursuant to the terms of this Agreement to such person or persons as the Customer and Oxford shall jointly designate in writing.
Successor Escrow Agents. The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving notice in writing of such resignation to Richemont and Xxxxxxx not less than 60 calendar days prior to the effective date thereof, specifying the date upon which such resignation shall take effect. In addition, Richemont and Xxxxxxx, acting jointly, shall have the right to terminate the appointment of the Escrow Agent by giving it notice in writing of such termination, specifying the date upon which such termination shall take effect. In the event of the resignation or termination of the Escrow Agent, Richemont and Xxxxxxx shall appoint a successor before the effective date thereof and shall give written notice to the Escrow Agent then serving of such appointment and if the parties hereto shall fail to name a successor escrow agent before the effective date thereof, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent. Upon demand of the successor Escrow Agent, and payment by Xxxxxxx of the Escrow Agent's fees and expenses, all funds and property in the Escrow Account shall be turned over promptly to such successor Escrow Agent who shall thereupon be bound by all of the provisions hereof.
Successor Escrow Agents. (a) If at any time the Escrow Agent or its legal successor or successors should become unable, through operation of law or otherwise, to act as Escrow Agent hereunder, or if its property and affairs shall be taken under the control of any state or federal court or administrative body because of insolvency or bankruptcy or for any other reason, a vacancy shall forthwith exist in the office of Escrow Agent hereunder. In such event the City, by appropriate action, promptly shall appoint an Escrow Agent to fill such vacancy. If no successor Escrow Agent shall have been appointed by the City within 60 days, a successor may be appointed by the owners of a majority in principal amount of the Defeased Bonds then outstanding by an instrument or instruments in writing filed with the City, signed by such owners or by their duly authorized attorneys-in-fact. If, in a proper case, no appointment of a successor Escrow Agent shall be made pursuant to the foregoing provisions of this section within sixty (6) days after a vacancy shall have occurred, the owner of any Defeased Bond or the Escrow Agent may apply to any court of competent jurisdiction to appoint a successor Escrow Agent. Such court may thereupon, after such notice, if any, as it may deem proper, prescribe and appoint a successor Escrow Agent.
Successor Escrow Agents. (a) If at any time the Escrow Agent or its legal successor or successors should become unable, through operation of law or otherwise, to act as Escrow Agent hereunder, or if its property and affairs shall be taken under the control of any state or federal court or administrative body because of insolvency or bankruptcy or for any other reason, a vacancy shall forthwith exist in the office of Escrow Agent hereunder. In such event the Issuer, by appropriate action, promptly shall appoint an Escrow Agent to fill such vacancy. If, in a proper case, no appointment of a successor Xxxxxx Agent shall be made pursuant to the foregoing provisions of this section within three months after a vacancy shall have occurred, the Issuer or TMRS may apply to any court of competent jurisdiction to appoint a successor Xxxxxx Agent. Such court may thereupon, after such notice, if any, as it may deem proper, prescribe and appoint a successor Xxxxxx Agent.
